Purchaser’s Voting Obligations. (a) Purchaser agrees that, during the Voting Period, at any meeting of the Unitholders, however called, or at any adjournment or postponement thereof, or in connection with any written consent of the Unitholders or in any other circumstances upon which a vote, consent or other approval of all or some of the Unitholders is sought solely with respect to the matters described in this Section 4. Purchaser shall vote (or cause to be voted) or execute (or cause to be executed) consents with respect to, as applicable, all of the Units owned (beneficially or of record) by the Series B Purchasers as of the applicable record date (i) in favor of (FOR) the election of the persons named in the Partnership’s proxy statement as the Board’s nominees for election as directors, and against any other nominees and (ii) in favor of (FOR) the adoption of or amendment to any equity-based compensation plans presented by the Board for Unitholder vote that is similar with respect to amount and types of awards for long-term incentive plans of publicly traded upstream oil and gas companies.
Purchaser’s Voting Obligations. During the Standstill Period, on all matters submitted to the vote, written consent or approval of the stockholders of the Company, the Purchaser shall take all such action as may be required so that the Shares then beneficially owned by the Purchaser are voted for or cast in favor of : (i) nominees to the Board of Directors of the Company in accordance with recommendations of the Board of Directors of the Company, (ii) increases in the authorized capital stock of the Company and amendments to, or adoptions of, employee stock option plans and employee stock purchase plans, in each case which are approved by the Company’s Board of Directors, and (iii) all other ordinary course, non-extraordinary matters approved by the Company’s Board of Directors where such matters are submitted to a vote, action by written consent or other approval of the stockholders of the Company.
Purchaser’s Voting Obligations. 11 10. Miscellaneous............................... 12
Purchaser’s Voting Obligations. (a) During the period described in Subsection (b) below, each Purchaser agrees to vote all Series A Shares, any Common Stock acquired on conversion thereof and any other voting securities of the Company that such Purchaser may subsequently acquire (collectively the "Securities") on all matters to be voted on by the shareholders of the Company, in the same manner and in the same proportion as the votes cast by the holders (exclusive of the Purchasers) of Common Stock of the Company, except that Purchaser may vote the Securities (i) in accordance with the provisions contained in the Certificate of Determination with respect to the election of directors, and (ii) as it determines as to any proposed amendment to the articles of incorporation of the Company that Purchaser determines in good faith materially and adversely affects the rights, preferences and privileges of the Shares (or any other series of Preferred Stock that Purchaser may subsequently acquire); provided that, for the purpose of the foregoing clause, the creation of an additional series of Preferred Stock shall not be deemed to be adverse to Purchaser.
